Platform Agreement
G Gen Labs Agreement
This Investor Agreement (“Agreement”) is made between:
1. G Gen Labs SDN BHD (Company Registration No. 202201016658 (1462355-A)), a company
incorporated in Malaysia and having its business registered address at Suite 20-01 & 20-02B, Level
20, The Pinnacle Persiaran Lagoon Bandar Sunway, 47500 Subang Jaya Selangor. ( “G Gen Labs”,
“company”, “us”, “we” or “our”); and
2. You, being an individual or a corporate entity, who has indicated an intention to consider
investing for or acquiring shares unit / interests in one or more than one TRM LLP through The
Rainmakers (“Investor”, “you”, “your” or “yours”).
RECITAL
G Gen Labs SDN BHD as managing partner of TRM LLP and operates The Rainmakers – financial
information platform (www.therainmakers.com.my) ( “Platform”). We are not a broker-dealer or
investment advisor. All investment related activity is conducted with the TRM LLP series directly
which compliance with Suruhanjaya Syarikat Malaysia (SSM) under Limited Liability Partnership Act
2012.
B. G Gen Labs and the Investor have agreed to enter into this Agreement to set out the terms and
conditions in relation to the Investor’s intention to invest in one or more than one TRM LLP through
The Rainmakers. This Agreement shall, together with the Terms and Conditions, Privacy Policy and
Risk Disclosure, govern the use of The Rainmakers services.
C. This Agreement sets out the terms and relationship between G Gen Labs and the Investor. Please
read this Agreement carefully, and we strongly advise you to keep a printed or electronically stored
copy of this Agreement for your future reference.
CONTENT:
1. Introduction
2. Eligibility as An Investors
3. Services Offered by G Gen Labs Sdn Bhd (The Rainmakers Platform)
4. Fees and Charges
5. No Warranty
6. Process Flow of Investing in TRM LLP via The Rainmakers Platform
7. Structure of TRM LLP
8. Operation of TRM LLP
9. Refund of The Total Investment Amount
10. Transfer and Withdrawal of Funds
11. Representation and Warranties
12. Trustees
13. Interests
14. Taxes
15. Notice
16. Termination
17. Your Covenant
18. Indemnity
19. Limited Liability
20. Confidentiality
21. Force Majeure
22. Severability
23. Further Assistance
24. Non-Solicitation of Employees
25. Accrued Rights
26. Changes to The Agreement
27. Assignability
28. Time is of The Essence
29. Entire Agreement
30. Release of Information and Credit Reporting
31. Counterparts, Acceptance and Electronic Signature
32. Applicable Law
33. Indulgence
1. INTRODUCTION
1.1 G Gen Labs role includes but is not limited to:
1.1.1 Operating and managing The Rainmakers Website and the Platform;
1.1.2 Facilitating transactions between yourself and the TRM LLP;
1.1.3 Performing Managing Partner of TRM LLP (hereunder defined); and
1.1.4 To identify and acquire real estate assets consistent with our investment strategies.
1.2 By using G Gen Labs Services and/or The Rainmakers platform, you acknowledge that you have
received and understood the terms of this Agreement and all other Terms that govern G Gen Labs
services usage.
1.3 When necessary for context and permitted by law, the term G Gen Labs as used herein shall
encompass any subsidiaries or related companies of The Rainmakers.
1.4 This Agreement should be read in conjunction with other important documents and guidance
such as the Terms, Risk Disclosure and Property Prospectus.
1.5 You hereby agree that presently and in the future, where you click on a/an “I Accept”, “I
Consent”, “Invest”, “Withdraw”, “Confirm”, “Opt-out”, “Agree” or other similarly worded “button”
or entry field with your mouse, keystroke or other computer, mobile telephones, touch screen
terminals, any medium of telecommunication or electronic device ( “Electronic Instructions”), your
agreement, actions or consent will be legally binding and enforceable and will be regarded as the
legal equivalent of your hand-written / ink signature.
1.6 This Agreement describes:
1.6.1 The relationship between yourself and G Gen Labs;
1.6.2 Who will be deemed an Investor in respect of TRM LLP through G Gen Labs and/or The
Rainmakers platform; and
1.6.3 Managing Partners for each TRM LLP provided by G Gen Labs.
1.7 If, after reading the terms of this Agreement and the documents listed in Clause 3.4, you feel
that you are unable to comply with the obligations stated therein, or do not wish to be bound by
them, then you shall not proceed to agree to the terms of this Agreement and/or access, use or sign
up with G Gen Labs and/or The Rainmakers platform.
2. ELIGIBILITY AS AN INVESTOR
2.1 Joining as an Investor:
2.1.1 In order to become an investor of TRM LLP, you will need to sign up for an account with
The Rainmakers platform, complete the online self-declaration form and agree to accept all our
Terms and Conditions and Privacy Policy.
2.1.2 If you are an individual investor, you must be a natural person who is eighteen (18) years
old or above.
2.1.3 You must provide accurate, complete and up-to-date information about yourself and
undertake to inform us should any of the details which you have provided to us have changed. We
reserve our right to request for additional information from you to ascertain your eligibility and
identity.
2.1.4 Upon receipt of your personal information and relevant documents, we will undertake our
internal verification process as part of our obligation and compliance with the Anti-Money
Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001, including other
relevant regulations and guidelines. You undertake to furnish further information in relation to the
source of funds which you seek to invest either generally or in any particular Issuer, upon our
request at any time and from time to time.
2.1.5 We reserve the absolute right to determine whether to approve you as an investor with
The Rainmakers platform with or without any reason and we shall not be liable to you for any direct
or indirect losses (including loss of profits, business or opportunities), damages or costs arising from
our decision not to authorise or permit you to be an investor with the platform.
2.1.6 Once you are successfully registered as an Investor, you will be given access to such parts
of the Platform which are opened for approved and registered investors only and will be able to
view details of current Offering and invest in the TRM LLP published on the Platform.
2.2 Foreign Investor
2.2.1 Except for U.S. residents, investors from anywhere in the world may invest through The
Rainmakers, including those who are not residents of Malaysia. However, it is the sole responsibility
of foreign investors to ensure compliance with all applicable laws in their country of residence or the
jurisdiction from which they access The Rainmakers platform, and we disclaim any liability for any
violation of such laws..
2.3.2 The Company makes no promise that materials on The Rainmakers platform are
appropriate or available for use in locations outside of Malaysia and accessing the platform from
territories where its contents are illegal or unlawful is prohibited. If you choose to access the
platform from locations outside of Malaysia, you do so on your own initiative and are responsible for
compliance with local laws.
3. SERVICES OFFERED BY G GEN LABS (THE RAINMAKERS)
3.1 G Gen Labs provides The Rainmakers platform for real estate investment Offerings and
information which permit public investment in individual fractional real estate properties that will be
owned by individual TRM LLP of our company.
3.2 We are not a broker-dealer, an investment advisor, an underwriter, a placing agent or a
marketing agent. Accordingly:
3.2.1 we do not provide any assurance or guarantee that your investment in the Offering will
meet your targets or bring positive returns.
3.2.2 we do not provide legal, tax or investment advisory services; and
3.2.3 we do not endorse or advise to you that the investment is likely to be successful and we
do not take any responsibility should the TRM LLP failed to meet its Minimum Target Amount.
G Gen Labs offered services inclusive The Rainmakers platform operator and TRM LLP managing
partner, which inclusive of:
3.3.1 To identify and acquire real estate assets consistent with our investment strategy;
3.3.2 Publish the offerings of TRM LLP and post them on The Rainmakers platform;
3.3.3 Operate The Rainmakers platform for investors to retrieve information and track/trace their
investment;
3.3.4 Increase awareness of our name or The Rainmakers platform within the investment products
market;
3.3.5 Appoint property management company and monitor their work efficiency;
3.3.6 Provide a short-term rental strategy to the property management company to maximize
returns for the investors;
3.3.7 Monitor and execute instructions between the investors and/or TRM LLP and the property
management company;
3.3.8 Build and expand our operations structure to support our business;
3.3.9 Monitor timely distribution of profits to investors;
3.3.10 Provide monthly account statement inclusive of the business activity and cash reserved
account to TRM LLP investors and provide new updates to the investors via email; and
3.3.11 Conduct its best practice managing the property and investment.
4. FEES AND CHARGES
4.1 In consideration of G Gen Labs providing the services to you inclusive of services on The
Rainmakers platform, you will pay to G Gen Labs a fee in the rate as defined in paragraph 4.6.
4.2 G Gen Labs may prescribe any additional fees from time to time for the provision of the services
which shall be payable monthly, quarterly or in advance on a non-refundable basis and any other
reasonable fees and charges as may be imposed by G Gen Labs at its sole discretion from time to
time for the Services rendered to you under the terms and conditions herein.
4.3 You agree to pay such fees and charges as G Gen Labs may from time to time prescribe in
consideration of its services provided pursuant to this Agreement and all reasonable expenses paid
or incurred by G Gen Labs, our agents or employees with respect thereto. For the avoidance of
doubt, G Gen Labs may deduct any amount due to it against any of the TRM LLP Cash Reserve.
4.4 G Gen Labs may demand from you such amount as shall be sufficient to settle any deficit or dues
owed by the TRM LLP you invested.
4.5 You shall indemnify G Gen Labs, its nominee, its agent and correspondents against any and all
expenses, liabilities, claims, demands and any other adverse consequences whatsoever in, under or
arising out of the holding, disposal or formation of the TRM LLP or anything done in respect thereof.
4.6 G Gen Labs fees and charges as defined below:
Pre-Operating Stage
Sourcing Fee
Up to 5% fees applicable on the property purchase price for G Gen Labs to
identify and prepare documentation for investors. The fees will only be
deducted upon the respective TRM LLP successfully fundraised.
Operating Stage
Asset Management Fee
A total of 3% fees will be charged from the Gross Rental Revenue on quarterly
for G Gen Labs to monitor and execute instructions between property
management and investors
Secondary buy and transfer of investors’ TRM LLP shares units
5% fees imposed on the transacted value.
Secondary sell of investors’ TRM LLP shares units
2% fees imposed on the transacted value.
Property Disposition Fee
2% will be imposed from the property sale price and will be deducted prior final
distribution to the investors
5. NO WARRANTY
5.1 We have only performed preliminary assessments prior offering on the property seller and to the
extent permitted by law, therefore, we owe no legal responsibility to you in respect of any breach of
the property seller whatsoever. We will only be conducting thorough due diligence upon property
acquisition.
5.2 We do not provide any warranty, promise or even any indication about the success or otherwise
of the TRM LLP either in property acquisition after the funding received, or as to their future
prospects once property is acquired.
5.3 You must read and understand the riskiness of investing through our important documents and
guidance such as Risk Disclosure. You also need to be aware that the searches and investigations
carried out by us may be incomplete as government records may not be up to date and occasionally
may not contain certain key information.
5.4 All decisions and determinations that you make with respect to the offer and the completion of
any investment in the TRM LLP will be made entirely at your own discretion based solely on your
own independent assessment including seeking independent advice from legal, financial and tax
advisors with regard to such investment. We will not be liable to you for any losses or damages
whatsoever that you may incur as a direct or indirect result of any such decision or determination.
5.5 We will prepare and provide all Offerings materials on our best effort basis. We make no
warranty to the accuracy or completeness of any information contained in the offer materials as
some of the offer materials are provided by third party services.
5.6 You agree that we shall not be involved in any agreements, terms and conditions or rights and
obligations between you and other TRM LLP investors. If there is any dispute arising out of or in
connection with the transaction agreements between you and other investors, you shall fully
indemnify us, keep us harmless and directly resolve such dispute with other investors without our
liability and/or involvement.
6. PROCESS FLOW OF INVESTING IN TRM LLP VIA THE RAINMAKERS’ PLATFORM
6.1 As part of the investment process, you will need to follow the process set out in the relevant
section of The Rainmakers Platform and this Agreement. Such process requires you to create an
account, agree to G Gen Labs and The Rainmakers Platform’s terms and conditions, provide
information about you, identification documents and forms and select the category of investor you
are eligible for.
6.2 As an Investor, you will be able to see the details of all the available Offerings on the Platform
and it was created by us based on the source documents and disclosure information from reliable
sources.
6.3 Upon submission of the relevant information and documents, we will carry out a review process
to assess whether you meet the eligibility criteria set by us. We will make one of the following
decisions:
6.3.1 allow you to proceed;
6.3.2 inform you that you are not qualified as an investor on the Platform; or
6.3.3 request further information and supporting documents about you.
6.4 We reserve the right to approve or reject your request to become an investor for any reason or
no reason at all. The decision made by us shall be final and binding and no appeal shall be
entertained nor shall any correspondence be entered into.
6.5 If we reject your request, this Agreement will be terminated immediately and we shall not be
liable to you for any losses or damages that you may suffer arising from such termination.
6.6 If we approve your request, you will be able to make investment in the Offerings listed on the
Platform.
6.7 Offerings are presented on the Platform in order for you to make your investment decisions and
not for any other purposes. You may not use it in any way to:
6.7.1 compete with or otherwise impede the success of the relevant offer; or
6.7.2 solicit employees or vendors or agent of the offering, and if you do so we may bring an
action against you for any damages you have caused to our reputation, to our business or otherwise.
6.8 Each investor who invests in an Offering will be the partner of the respective TRM LLP and holds
offering share units according to his/her invested amounts.
6.9 After reviewing an Offering, you may choose to make an investment by clicking “Invest Now”
and/or “Contact Us”, the respective sales personnel will be in touch with you.
6.10 You will be required to make payment for your investment immediately via an online payment
to our Trustee Account (As defined below).
UBB Amanah Berhad – G Gen Labs Custodian Account
Bank Islam – 14256010038261
6.11 In the event that you fail to make such payment in due time, you will be deemed not to have
made any investment.
6.12 If the event that you make a request for refund of your investment monies after the Cooling-off
Period ends, we reserve the right to charge you 5% of your total investment monies. However, the
decision on whether to allow you to make such a refund request lies at the absolute discretion of G
Gen Labs. G Gen Labs reserves the right to reject your refund request if G Gen Labs can prove that it
has sent out Cooling-off Period notification to all investors and that your refund request is not
supported with any valid justification.
6.13 You acknowledge and agree that, the funds raised from you during the Offering Period
( “Investor’s Funds”) shall be held in a trustee account established and maintained by G Gen Labs
with a trustee company incorporated under the Trustee Act 1949 ( “Trustee Account”).
6.14 If the Offering manages to raise the Minimum Target Amount or more than the Minimum
Target Amount by the end of the Offering Period, the Offering will be considered a successful
Offering (“Successful Offering”) and the Offering must sign the relevant agreements with the
investors within the period prescribed by us. In this respect, you acknowledge and agree that by
investing in the Offering, you shall be bound by the limited liabilities partnership agreement that
governs your relationship with the Offering and the LLP, a copy of stamped limited liabilities
partnership agreement which is published on the Platform under your user account and will be given
to you in due course after Completion Date (Completion of property acquisition).
6.14.1 You acknowledge and agree that in the event of a Successful Offering, the obligation of
the LLP to subscribe for the Offering share units, and our obligation to release the Investor’s Funds
(except for net of the Sourcing Fee and any other charges, if applicable) to the respective TRM LLP,
the funds allocation shall be defined below under paragraph 8.2 “Investors Funds Allocation”, the
Investors Funds Allocation is subject to the fulfilment of the following conditions by the Offering, as
the case may be, (collectively called the “Conditions Precedent”):
a. expiry of the period of six (6) Business Days after the expiry of the Offer Period to allow the
investors to opt-out or proceed with investing in the Offer (“Cooling- off Period”);
b. the execution by and between the G Gen Labs and the TRM LLP of any and all definitive
transaction agreements with respect to the Offering within fourteen (14) calendar days from the
date of registration of the LLP;
c. where applicable, the completion of the legal, technical, business and financial due diligence
exercise by us on the Offering.
d. any other conditions deemed appropriate by us.
6.14.2 The Conditions Precedent shall be fulfilled within twenty-one (21) calendar days after
the expiry of the Offering Period and may be extended at our absolute discretion. We shall issue a
written confirmation within five (5) calendar days upon fulfilment of the Conditions Precedent
( “Completion of Conditions Precedent”).
6.14.3 Completion of the allotment and issuance of the Offering shares units as partner shall
occur at the TRM LLP’s principal place of business or registered office within fourteen (14) calendar
days after the Completion of Conditions Precedent (or any extended period as may be determined
by us) ( “Completion Date”).
6.15 We will be operating on an all-or-nothing basis. If the Offering fails to raise the Minimum Target
Amount at the end of the Offering Period, the Offer will be considered a “Unsuccessful Offering” and
we will withdrawal the offering with process set. In the event that the Offering is unsuccessful, we
shall be responsible to make a refund from the Investor’s Funds to you, in the amount equivalent to
the monies invested by you in the Offer, free of interest. You shall have no claim against G Gen Labs,
losses or compensation whatsoever in respect of such event.
6.15.1 For the avoidance of doubt, in the event we decide to withdraw the Offering from the
Platform, your investments will be refunded in accordance with “Refund of Total Investment
Amount in an Unsuccessful Funding” defined in paragraph 9 below.
6.16 You acknowledge and agree that any investment into each Offerings will be bound for a locking
period of ONE (1) year. You may not exit or sell your shares units/interest during the locking period.
7. STRUCTURE OF TRM LLP
7.1 Each real estate that we acquire will be owned by a separate TRM LLP of our company that we
will establish to acquire. Each TRM LLP may hold the specific property that it acquires directly or in a
wholly-owned subsidiary, which would be a limited liability company organized under the local
laws.
7.2 As a The Rainmakers limited liability partnerships (TRM LLP), the debts, liabilities, obligations and
expenses incurred, contracted for or otherwise existing with respect to a particular TRM LLP are
segregated and enforceable only against the assets of such TRM LLP, as provided under local law.
7.3 We will be publishing the Offering of share units with membership interest in each of the TRM
LLP of our company, which represent limited liability partnership shares in such TRM LLP through
The Rainmakers platform. The shares units of all TRM LLP described above may collectively be
referred to herein as the “shares units” or “interest” and each, individually, as an “shares unit” and
the offerings of the share units may collectively be referred to herein as the “Offerings” and each,
individually, as an “Offering.” The information of Offering contained herein is being presented in
“Property Prospectus” of each TRM LLP, you must read and understand the Property Prospectus
before subscribe to any offering. “Offering Period” refer to the fundraising period for each Offerings
within three (3) months from the date of Offerings goes live in the platform.
7.4 G Gen Labs ’core business is the identification, acquisition, marketing and management of shortterm rental under managing partners of TRM LLP for the benefit of our investors. Each TRM LLP is
intended to own a single property. These properties may be referred to herein, collectively, as the
“properties” or each, individually, as a “property.”
7.5 The share unit represent an investment solely in a particular TRM LLP and, the TRM LLP owned
the property directly, thus, it’s represented your indirect ownership towards the property. The share
units do not represent an investment in our company. We do not anticipate that any TRM LLP will
own anything other than the single property associated with such TRM LLP. We currently anticipate
that the operations of our company, including the formation of additional TRM LLP and the
corresponding acquisition of additional properties, will benefit investors by allowing investors to
build a diversified portfolio of investments.
7.6 A purchaser of the share units may be referred to herein as an “investor” or “partner.”
7.7 All Offerings are conducted with the TRM LLP directly which compliance with Suruhanjaya
Syarikat Malaysia (SSM) under Limited Liability Partnership Act 2012.
8. OPERATIONS OF TRM LLP
8.1 The Company will serve as managing partner to manage the property of each TRM LLP pursuant
to a property management agreement. The services provided by the property manager will include:
8.1.1 Creating the asset maintenance policies for the collections of rent.
8.1.2 Investigating, selecting and on behalf of the applicable TRM LLP, engaging and conducting
business with such person, to ensure the proper performance of its obligation under the property
management agreement, including, but not limit to, consultant, insurers, insurance agents,
maintenance providers, bookkeepers and accountants and any or all person acting in any capacity
deemed by us necessary or desirable for the performance if any of the services under property
management agreement, and
8.1.3 Developing standards for the care of the underlying properties.
8.2 Allocation of Investors Funds:
8.2.1 Upon the Successful Offering, G Gen Labs Trustee Account who holds the Investors Funds
will distribute the Investors Funds to respective account. There shall be no refund of Investors Funds
once the funds have been distributed.
8.2.2 The Investors Funds allocation of proceeds for TRM LLP Offering set, represents the
intentions based upon our plans and assumptions regarding industry and general economic
conditions, our future revenues, if any, and expenditures. The amounts and timing of actual
expenditures will depend upon numerous factors, including market conditions, cash generated by
our operations, business developments, and the proceeds of the Offering. We reserve the right to
modify the use of proceeds based on the factors set:
Allocation
Property Purchase Price
The best price paid to acquire the property.
This does not include fees and cash
reserved
We will acquire the property
with 100% full payment.
However, the percentage of
Total Investors Funds will be
subject to the other costs.
Allocation
Property Improvement
Improvement and renovation cost of the
property
Generally, will fall around 10-
15% of Property Purchase
Price. However, it will subject
to the condition of the
property, we reserve the
rights to increase the
Property Improvement Cost
to align with our business
strategy.
Allocation
Cash Reserve
The cash balance set aside to support long
term operations
We reserve 5% of Property
Purchase Price in the TRM
LLP’s bank account.
Allocation
Acquisition Cost
Expenses associated with closing property
deal and LLP
The acquisition cost of the
property generally will fall
around 2-5% of property
purchase price
Allocation
Sourcing Fees
A one-time property sourcing and
investment preparation fee The Rainmaker
charges
Up to 5% of the Property Purchase Price
8.3 Distribution of Dividend, Benefit/ Rewards and Cash Reserve Account of TRM LLP
8.3.1 All the Partners of the TRM LLP are entitled to share profit and losses of the TRM LLP in
accordance with the ratio of their respective capital contribution in the TRM LLP. The timing for
distribution of profit sharing shall be on quarterly basis (every Three (3) months).
8.3.2 The profit distribution shall be 87% from the gross rental revenue of the TRM LLP (after
taking into consideration of the 3% of the gross rental revenue as remuneration to the Managing
Partner) and the balance 10% of the gross rental revenue shall be retained in the TRM LLP Cash
Reserved account. For avoidance of doubt, the gross rental revenue shall be monies received by the
LLP after deduction of the utilities charges, management fees and all other outgoings in respect of
the Property charged by the property management company appointed by the LLP.
8.3.3 The Partners shall be entitled to the membership/ reward program offered by the
Managing Partner. The benefits and rewards may be changed from time to time or renewable yearly
by the Managing Partner.
8.3.4 The expenses, costs, fees, charges, property taxes and outgoings in respect of the Property
incurred by the TRM LLP including but not limited to the property insurance, quit rent, assessment
tax, building management fees, repairs to the Property, accounting and auditing fees, SSM filing
fees, tax filing fees, fees incurred by the Compliance Officer and other costs ( “Expenses of the TRM
LLP”) shall be absorbed and paid out from the TRM LLP Cash Reserve account. The TRM LLP Cash
Reserve account contains the cash assets of the TRM LLP and the balance of the TRM LLP Cash
Reserve account shall be held in a stable investment account (such as Fixed Deposit/ Money Market
Funds) to generate interest. In the event the balance in the TRM LLP Cash Reserve account fall below
50% of the initial Cash Reserve sum, the Expenses of the TRM LLP shall be paid out from the gross
rental revenue before profit distribution to the Investors.
8.3.5 In the event the Cash Reserve sum is depleted, the TRM LLP may obtain financing facilities
from financial institution and charge or assign the Property to the financial institution as security
subject to approval of voting by the Partners as per “Resolution Voting and Rights” defined in
paragraph 8.5 below. Alternatively, the Managing Partner may give the TRM LLP a loan up to
maximum 5% of the initial purchase price of the Property, with interest of 8% per annum calculated
on daily basis. If the debt of the TRM LLP owing to the Managing Partner exceeded 5% of the initial
purchase price of the Property, the Managing Partner shall be entitled to exercise the option of force
sale of the Property, and to sell and dispose of the Property. The proceeds of the sale of the
Property shall be distributed to the Partners in accordance with the ratio of their respective capital
contribution in the LLP after deduction of all costs involved in the sale of the Property and
repayment of all owing and debts of the LLP.
8.4 Expenses of the TRM LLP
8.4.1 Each TRM LLP of our company will be responsible for the costs and expenses attributable
to the activities of our company related to such TRM LLP including, but not limited to:
(a) any and all fees, costs and expenses incurred in connection with the management of a TRM
LLP property and preparing any reports and accounts of each TRM LLP, including, but not limit to,
audits of a TRM LLP annual financial statements, tax fillings and the circulation of reports to
investors;
(b) any and all insurance premiums or expenses;
(c) any withholding or transfer taxes imposed on our company or a TRM LLP;
(d) any government fees imposed on our company or a TRM LLP;
(e) any legal fees and costs (including settlement costs) arising in connection with any litigation
or regulatory investigation instituted against our company, a TRM LLP or relating to legal advice
directly relating to our company’s or a TRM LLP legal affairs;
(f) any indemnification payments;
(g) any costs, fees, or payments related to interest or financing for a given TRM LLP;
(h) any potential HAD or association fees related to a given TRM LLP;
(i) the costs of any third parties engaged by us in connection with the operation of our company
or a TRM LLP; and
(j)any similar expenses that may be determined by to be the Expenses of the TRM LLP, as
determined by our company in the reasonable discretion.
8.4.2 To the extent relevant, Offering Expenses, Acquisition Expenses, Operating Expenses,
revenue generated from TRM LLP properties and any indemnification payments made by our
company will be allocated among the various TRM LLP share units in accordance with our allocation
policy set forth below. The allocation policy requires the company to allocate items that are
allocable to a specific TRM LLP to be borne by, or distributed to (as applicable), the applicable TRM
LLP. If, however, an item is not allocable to a specific TRM LLP but to our company in general, it will
be allocated pro rata based on the value of the TRM LLP properties or the number of properties, as
reasonably we determined or as otherwise set forth in the allocation policy. By way of example, as of
the date hereof it is anticipated that revenues and expenses will be allocated as follows:
Revenue
Each of the TRM LLP will have monthly rental income from the TRM LLP property: Allocable directly to the applicable
TRM LLP property
Acquisition Expenses
Appraisal and valuation fees (if incurred pre-closing): Allocable directly to the applicable TRM LLP property
Appraisal and valuation fees (if incurred post-closing): Allocable directly to the applicable TRM LLP property
Pre-purchase inspection: Allocable directly to the applicable TRM LLP property
Closing Costs: Allocable directly to the applicable TRM LLP property
Offering Expenses
Legal expenses related to the preparation of regulatory paperwork: Not allocable; to be borne by our company (offering materials)
for TRM LLP
Audit and accounting work related to the regulatory paperwork or TRM LLP: Allocable directly to the applicable TRM LLP property
Compliance work including diligence related to the preparation of TRM LLP: Not allocable; to be borne by our company
Insurance of TRM LLP property as at time of acquisition: Allocable directly to the applicable TRM LLP property
Broker Fees: Allocable directly to the applicable TRM LLP property
Preparation of marketing materials: Not allocable; to be borne by our company
Operation Expense
Property management fees: Allocable directly to the applicable TRM LLP property
Asset management fees: Allocable directly to the applicable TRM LLP property
Audit and accounting work related to the regulatory paperwork or TRM LLP: Allocable pro rata to the number of
TRM LLP properties
Security / Building management fees: Allocable pro rata to the value of each TRM LLP property
Insurance: Allocable directly to the applicable TRM LLP property
Compliance Officer: Allocable directly to the applicable TRM LLP property
Maintenance: Allocable directly to the applicable TRM LLP property
Property marketing or lease concessions, including special offers and terms: Allocable directly to the applicable TRM LLP property
Property disposition fee: Allocable directly to the applicable TRM LLP property
Interest expense, if any, when TRM LLP hold any type of term loan: Allocable directly to the applicable TRM LLP property
Audit, accounting and bookkeeping related to the reporting requirement of TRM LLP: Allocable pro rata to the number of
TRM LLP properties
Notwithstanding the foregoing, the managing partner may revise and update the allocation policy
from time to time in its reasonable discretion without further notice to the investors.
8.5 Resolution and Voting Rights
8.5.1 Subject to paragraph 8.5.2 below, all matter relating to the TRM LLP, save and except the
Reserved Matters, shall be decided by the Managing Partner.
8.5.2 The following matters relating to the TRM LLP ( “Reserved Matter”) shall only be decided
by the votes of the TRM LLP partners as follow:
Reserved Matters
Change of Distribution of Profit Policy: 50% of total share unit required to call a vote & 75% of vote required to pass
the decisions
Approval of Capital Expenditure: % of total share unit required to call a vote N/A & 50% of vote required to pass
the decisions
Sale of the Property: 80% of total share unit required to call a vote & 75% of vote required to pass
the decisions
Approval of Obtaining Financing Facilities (except where loan is granted by the
Managing Partner): % of total share unit required to call a vote N/A & 50% of vote required to pass
the decisions
The Partners shall have number of votes in correspondence with their respective capital contribution
and amount of share unit held in the LLP. One share unit equal to one vote.
8.5.3 The meeting of respective TRM LLP partners may be called by sending 7 days prior written
notice to all the Partners.
8.5.4 The meeting of respective TRM LLP partners shall be held online or at any other place by
any other means as per the convenience of partners
8.5.5 TRM LLP partners shall ensure the decisions taken by it are recorded in the minutes within
thirty (30) days pf taking such decisions and are kept and maintained at the registered office of TRM
LLP.
8.6 G Gen Labs as managing partner shall provide you with a system generated statement of each
transaction effected in relation to your User Account which is available for view and download in
The Rainmakers Platform, and such statement shall be conclusive evidence of the matters stated
therein except in the case of manifest error or fraud. If you wish to raise any objections in relation to
any statement, you shall do so in writing within the time period as stated in the statement,
otherwise, you shall be deemed to have accepted the contents thereof.
8.7 Upon completion of disposal of the Property, and distribution of all the monies of the LLP,
including but not limited to the cash reserve, to the Partners in accordance with the ratio of their
respective capital contribution in the LLP, the LLP shall be dissolved accordingly.
9. REFUND OF THE TOTAL INVESTMENT AMOUNT IN AN UNSUCCESSFUL OFFERING
9.1 G Gen Labs will make available and/or list all TRM LLP Investment on The Rainmakers Platform
for a determined period as will be stated in the platform’s Marketplace.
9.2 G Gen Labs agrees to cause the disbursement of the Investors Funds (less any amount payable to
G Gen Labs and Investors) to the TRM LLP provided that the Investors Funds is at least 95% of the
Targeted Funding Amount ( “Minimum Target Amount”) and is raised within the Period wherein the
funding exercise will be deemed a successful one. The unsuccessful funding exercise may be
resubmitted for listing on The Rainmakers Platform at the sole discretion of G Gen Labs if deemed
necessary and appropriate.
9.3 If a funding exercise shall be deemed to be an unsuccessful one and is not relisted by The
Rainmakers Platform, the Investors Funds will then be refunded to the User Account based on your
respective Exposure and you shall have no further claims whatsoever against G Gen Labs or the TRM
LLP.
10. TRANSFER AND WITHDRAWAL OF FUNDS
10.1 Prior to any Investments being made, you must read and understand any payment obligations
due pursuant to any investments on The Rainmakers Platform and fees and charges thereto.
10.2 You shall remit the funds from your Bank Account into the Trustee Accounts by way of
telegraphic transfer or by way of electronic funds transfer via the payment merchants or gateway or
in the manner determined by G Gen Labs.
10.3 Unless otherwise absorbed or paid by G Gen Labs, you shall bear all costs and expenses arising
from the fund transfer including any bank charges, fees, commissions, costs and losses in connection
to foreign exchange conversions.
10.4 You understand that all payment(s) made shall only be deemed received by G Gen Labs from
you when G Gen Labs has issued a notification and/or system generated statement to you in respect
of the same. You also understand that it is your responsibility to insist on the issuance of G Gen
Labs ’receipt acknowledgment and that G Gen Labs shall not be held liable or responsible for your
failure to obtain the notification or system generated statement.
10.5 You also acknowledge that you shall provide the transaction remittance evidence to G Gen Labs
and the Trustee for the remittance should it be required by G Gen Labs or the Trustee.
10.6 In the event that your Bank Account is not a Malaysian-based bank account, prior to accepting
or remitting any funds, G Gen Labs and/or the Trustee may request for further documents and
information.
10.7 You may withdraw any sum from your User Account in The Rainmakers Platform to your Bank
Account, or a minimum amount as may be prescribed by G Gen Labs in its absolute discretion from
time to time, subject to the sufficiency of Available Funds. You further agree to make withdrawals
through issuing Electronic Instructions on The Rainmakers Platform or by giving a written request, or
any other form of notice prescribed by G Gen Labs, subject to such conditions as G Gen Labs may
prescribe or impose on such withdrawals at its absolute discretion. You hereby agree and undertake
to maintain a minimum amount as may be prescribed by G Gen Labs at its absolute discretion in the
User Account at all times and upon your submission of the said Electronic Instructions, written
request or notice for withdrawal, you agree and undertake not to place any investments in any TRM
LLP Investment in excess of the balance of the Available Funds after deduction of the proposed
amount to be withdrawn.
11. REPRESENTATION AND WARRANTIES
You represent and warrant to us that:
11.1.1 you have the full legal right, power and authority to enter into, execute and deliver this
Agreement and to perform your obligations and the transactions contemplated hereby;
11.1.2 (if you are a corporate entity) you are duly incorporated or organised and validly existing
under Malaysian laws;
11.1.3 (if you are a corporate entity) the execution and delivery by you of this Agreement and
the performance by you of your obligations and the transactions contemplated hereunder have
been duly authorised by all your necessary corporate or other actions;
11.1.4 (if you are a corporate entity) the entry and delivery of, and the performance by you of
your obligations under this Agreement will not result in any breach of any provision of your company
constitution or result in breach of any express or implied terms of any contract with or of any other
obligation to any third-party binding upon you or will not result in the breach of any Malaysian laws
binding upon you;
11.1.5 you and your directors have not committed and are not in breach of any of the Malaysian
laws and/or any country with jurisdiction over your affairs;
11.1.6 all information and documents you provide to us pursuant to this Agreement are true,
complete, up-to-date and accurate, and you undertake to rectify any error or defect of any
information or documents promptly upon discovery of the same;
11.1.7 (if you are a corporate entity) you are not insolvent and are not subject to any insolvency
procedures or proceedings;
you are not a bankrupt;
11.1.9 you are not blacklisted by the Companies Suruhanjaya Syarikat Malaysia or any other
government agencies/authorities; and
11.1.10 all the representations and warranties made under this Agreement are true, complete
and accurate at the time of this Agreement, and that in the event of any such representations and
warranties ceasing to be true, complete and/or accurate, you will give us a written notification
immediately upon becoming aware of the same.
11.2 You confirm that our agreement to enter into this Agreement is made on the basis of and in
reliance on the representations and warranties set out in paragraph 11.1.
12 TRUSTEES
12.1 You agree and acknowledge that any amount earmarked to be part of the Investors Funds of
any TRM LLP Investment due to be disbursed to the TRM LLP shall be held by the Trustee, or
custodian, agent or trustee agent to be appointed by G Gen Labs and agrees to be bound by the
terms set out in the agreements between G Gen Labs and the Trustee, custodian, agent or trustee
agent.
12.2 You hereby irrevocably and unconditionally authorise the Trustee to act on the instructions of G
Gen Labs, who is the agent of the users in respect of any investments, transfers, withdrawals,
deposits, and payment of fees in accordance to the terms and conditions herein.
12.3 Where the Funds are deposited with a Trustee, you agree that G Gen Labs shall not be liable in
contract, tort (including negligence or breach of statutory duty), equity or otherwise, for any
damages, losses, expenses, costs or liabilities whatsoever (whether direct or indirect, or whether
foreseeable or not) suffered or incurred by you by reason of or in consequence of or in connection
with or arising out of G Gen Labs delivering the Funds to such Trustee including but not limited to
the following circumstances:
12.3.1 any monies being lost, stolen or destroyed in transit during delivery or transfer; or
12.3.2 any loss of opportunity to earn interest on the monies for whatever reason, which may
include reasons due to the delay of cheque clearance from payment due date even if advised of the
possibility of such damages. Without prejudice to the generality of the foregoing, the duty of the G
Gen Labs in respect of such monies shall be limited to acting in good faith in respect to any action or
inaction in relation to the custody of such monies.
12.4 You warrant that the monies deposited by you or your agent with G Gen Labs are free from all
claims and encumbrances other than those notified in writing to G Gen Labs at or prior to such
deposit and you are beneficially entitled to all the interest in the same. You shall not without the
consent in writing of G Gen Labs assign, transfer, dispose of, create or attempt to create any security
or encumbrance over all or any of the monies in the custody of G Gen Labs or Trustee in favour of
anyone other than G Gen Labs.
12.5 You hereby irrevocably and unconditionally agree to the following in respect of the Trustee
Account all monies in the User Accounts shall be deposited in Trustee Account registered in the
name of G Gen Labs and held in your favour.
13 INTERESTS
13.1 Without prejudice to any other provisions herein, you hereby irrevocably and unconditionally,
agree, consent, direct and authorise G Gen Labs to place or invest any part of the Funds including
Available Funds in the User Account at any time and from time to time in an interest-bearing
account with any licensed institution as may be agreed by G Gen Labs and/or the Trustee. G Gen
Labs is not required to pay you any interest accrued thereon and you agree that G Gen Labs shall be
entitled to retain any such interest.
14 TAXES
14.1 G Gen Labs may withhold any monies held or received by TRM LLP and may thereafter apply
the monies in satisfaction of any taxes, levies, charges, assessments, deductions, withholdings and
related liabilities imposed in relation to the transactions made or executed in relation to the holding
or in any manner arising from any investments or facilities rendered on The Rainmakers Platform.
You shall remain liable for any deficiency and you are liable for all applicable taxes (including the
sales and services tax) accruing to the TRM LLP account or arising under any transaction carried out
by G Gen Labs for or on behalf of you.
15 NOTICE
15.1 Unless otherwise specified in this Agreement, all notices issued or served under this Agreement
shall be in writing, and shall be considered to have been given if hand delivered to the other Party’s
representative, sent by registered post or email to the other Party at the address or email address
provided by that Party, or any other address or email address as a Party may notify the other Party.
To prove the giving of a notice, it shall be sufficient to show it was despatched. A notice shall have
effect as soon as the actual or deemed receipt of the notice by the addressee.
16 TERMINATION
16.1 Termination by You
16.1.1 If you no longer wish to be an investor on The Rainmakers Platform, you may terminate
your User Account at any time by notifying us in writing.
16.1.2 You shall not terminate your user account if you are holding any share units/ interest or
during the locking period.
16.2 Termination by Us
16.1.2 We may terminate your User Account at any time if we have any of the following
concerns:
– we inform you that you are not qualified to be an investor on the Platform pursuant to
paragraph 6;
– we have doubt that you are aged eighteen (18) years or above or about your identity or place
of residence;
– we have doubt that the information supplied by you to us are not true, complete, up-to-date
and/or accurate or we have not been able to verify the information supplied by you to us;
– you fail to satisfy our anti-money laundering and other legal compliance checks on you;
– you are suspected / alleged to have been engaged in an unlawful, illegal and/or fraudulent act
(including money laundering activity);
– you have breached any of your obligations under this Agreement or other terms and
conditions on The Rainmakers Platform;
– we have doubt as to whether you are an undischarged bankrupt or (if you are a corporate
entity) you are being wound up or liquidated;
– you are blacklisted by the Suruhanjaya Syarikat Malaysia (SSM) or any other government
agencies/authorities which prevents you from being registered as a shareholder of the Partner of
the TRM LLP. We reserve the right to terminate your eligibility to become a shareholder/partner if
you remain blacklisted for 14 days from the date of our notification of such blacklisting status to you
and we shall proceed to refund your investment to you;
– you fail to execute any agreement which is requested by G Gen Labs and/or The Rainmakers
Platform within the timeline indicated; or
– such other matter that affects your eligibility as an investor and/or Partners, as may be
determined by us from time to time.
We shall not be liable to you for any losses, damages or costs arising from such termination.
16.3 Termination of this Agreement shall be without prejudice to our rights against you for breaches
immediately prior to such termination. The termination of this Agreement shall not relieve or limit
each of the Parties from its obligations, responsibilities and liabilities accruing prior to such
termination. All obligations under this Agreement that are of a continuing nature shall survive
termination.
17 YOUR CONVENANT
17.1 You understand, acknowledge and agree that G Gen Labs ’role is merely administrative and
mechanical in nature in arranging for the TRM LLP to enter into an investment arrangement with
Investors and as such G Gen Labs is not regulated by laws regulating the business of and does not
carry out any activities within the ambit of or relating to moneylending, financing business and the
taking of deposits in the course of carrying on a deposit-taking business.
17.2 You understand, acknowledge and agree that G Gen Labs does not and will not assume any
advisory, fiduciary or similar other duties or act as an investment adviser to you.
17.3 You understand, acknowledge and agree that you have taken, or will take, the necessary
independent legal, tax, financial or other advice before participating in the activities on The
Rainmakers Platform.
17.4 In the event that you are a company, you undertake to notify G Gen Labs, custodian, subcustodian and/or nominee as required by the Companies Act 2016 or any other law in a foreign
jurisdiction, should there be a change in your substantial shareholder or voting shares. G Gen Labs
shall not be liable for any losses, damages or fines in the event you fail to notify the respective G
Gen Labs.
17.5 In the event you are a company, you undertake to notify G Gen Labs where there is a change in
the authorised signatories of the User Account.
17.6 You represent, warrant, and undertake that you have not and will not make use of The
Rainmakers Platform for any illegal or improper purposes (including for purposes of effecting
money-laundering operations)
18 INDEMNITY
18.1 You shall indemnify us and our Affiliates, directors, officers, employees, agents and third party
service providers from and against any and all actions, proceedings, liabilities, claims, demands,
losses, damages, charges, costs (including legal costs of defending or settling any action, claim or
demand) and expenses which we and our Affiliates, directors, officers, employees, agents or thirdparty service providers may at any time and from time to time, sustain, incur or suffer by reason of
or arising out of or in the course of:
18.1.1 any breach by you of your obligations, representations and warranties under this
Agreement;
18.1.2 any violation of, or non-compliance with, any applicable Malaysian laws; or
18.1.3 any negligence, misconduct or omission on your part.
18.2 Notwithstanding any other provisions herein, it is agreed that neither Party shall be liable to the
other Party for any loss of profit, goodwill, business opportunity, and anticipated savings or for any
indirect or consequential loss or damage suffered or flowing from either Party.
19 LIMITED OF LIABILITY
19.1 We shall not be liable to you, and hereby disclaim to the fullest extent permissible by law all
liability, for:
19.1.1 any losses or damages resulting from or related to actions taken or omitted to be taken
by us pursuant to this Agreement, except to the extent that such losses are the direct result of fraud,
wilful default or gross negligence on our part; and
19.1.2 any indirect, consequential, special or punitive loss, damage, cost or expense,
unforeseeable losses or damages, loss of profit, loss of business, lost or wasted management time or
time of other employees, loss of reputation, depletion of goodwill or loss, damage or corruption of
data.
20 CONFIDENTIALITY
20.1 Save as otherwise required by any written law, you agree and undertake that you will observe
the following:
20.1.1 strictly keep and maintain confidentiality on all Confidential Information (as defined
below);
20.1.2 not disclose or cause to be disclosed any Confidential Information to any third party
without our prior written approval; and
20.1.3 where applicable, not make copies of documents or other materials containing the
Confidential Information without our prior written approval, and only to the minimum extent
necessary for your performance hereunder.
20.2 Notwithstanding the provision in the paragraph 20.1 above, we acknowledge and agree that
you may disclose any Confidential Information to your employees, for the sole purpose of
performing your obligations hereunder and you shall ensure and procure that your employees are
made aware of your confidentiality obligations under this Agreement and comply to such
obligations.
20.3 In the event of any unauthorised disclosure or use of any Confidential Information occurring
through a disclosure made to you, you shall use all reasonable endeavours to assist us in recovering
and preventing the use, dissemination or other disposal of such Confidential Information.
20.4 Except to the extent such information is public knowledge by way of hosting the Offerings on
The Rainmakers Platform or becomes public knowledge other than by a breach of this Agreement,
our “Confidential Information” shall mean for the purposes of this Agreement:
20.4.1 information in relation to us or any of our affairs, business or systems or methods of
operating the Platform including the information relating to our services, methods, systems,
strategies or technical operations;
20.4.2 information confidential or secret or proprietary to us or which otherwise gives us an
advantage over our competitors;
20.4.3 information designated as confidential or secret by us;
20.4.4 the terms and conditions of this Agreement, the relationship between the Parties, and
any negotiations or discussion between the Parties;
20.4.5 trade secrets; and
20.4.6 information imparted in confidence by us to you regardless of whether such information
is relevant in the performance of the obligations of the Parties under this Agreement.
20.5 Without limiting the foregoing, “Confidential Information” shall include statistics, data,
manuals, flow charts, drafts and diagrams in all forms of storage or representation including
documents, loose notes, diaries, memoranda, drawing, photographs, electronic storage and
computer printouts.
20.6 You acknowledge that the value of the Confidential Information and your undertaking
contained in this Clause is such that an award of damages or an account of profits may not be able
to adequately compensate us in the event of your breach of this Agreement. You acknowledge that
without in any way compromising our right to seek for damages or any other form of relief in the
event of a breach of this Agreement, we may seek and obtain an expert interlocutory and final
injunction to prohibit or restrain you or your employees, agents or sub-contractors from any breach
or threatened breach of this Agreement.
20.7 This paragraph shall survive termination of this Agreement.
21 FORCE MAJEURE
21.1 We shall not have any liability under or be deemed to be in breach of this Agreement for any
delay or failure in performance of this Agreement which results from Force Majeure. We shall
promptly notify you in writing when such event arises and causes a delay or failure in performance
of this Agreement and when such event ceases to occur.
21.2 “Force Majeure” means an event or sequence of events beyond a Party’s reasonable control
(which could not reasonably have been anticipated and avoided by a Party) preventing or delaying it
from performing its obligations hereunder, including war, revolution, terrorism, riot or civil
commotion, or reasonable precautions against any such; strikes, lock outs or other industrial action,
whether of the affected Party’s own employees or others; blockage or embargo; acts of or
restrictions imposed by government or public authority; explosion, fire, corrosion, flood, natural
disaster, epidemic or pandemic, failure of any computer dealing system, interruptions of power
supplies, or adverse weather conditions. Force Majeure does not include inability to pay, mechanical
difficulties, shortage or increase of price of raw materials, over-commitment or market or other
circumstances which may make the terms of this Agreement unattractive to a Party.
22 SEVERABILITY
22.1 The invalidity or unenforceability for any reason of any part of this Agreement shall not
prejudice or affect the validity or enforceability of the remainder of this Agreement. Each Party shall,
in any such event, execute such additional documents as the other Party may reasonably request in
order to give valid, legal and enforceable effect to any provision which is determined to be invalid,
illegal or unenforceable.
22.2 If further lawful performance of this Agreement or any part of it shall be made impossible by
the final judgment or final order of any court of competent jurisdiction, commission or government
agency or similar authority having jurisdiction over either Party, the Parties shall forthwith use their
reasonable endeavours to agree on amendments to be made to this Agreement so as to comply with
such judgment or order.
23 FUTHER ASSURANCE
23.1 Both Parties shall from time to time (both during the continuation of this Agreement and after
expiration or termination of this Agreement) do all such acts and execute all such documents as may
be reasonably necessary in order to give effect to the provisions of this Agreement.
24 NON-SOLICITATION OF EMPLOYEES
24.1 You agree not to solicit, entice or hire any of our employees who are directly or indirectly
involved in the Services provided under this Agreement, for employment with you or any related
party, with effect from the time this Agreement comes into force until six (6) months after the expiry
of any contractual relationship between us. In the event if you contravene this Clause, you will be
liable to pay us a one-time payment, the sum of which equivalent to one (1) year of the relevant
employee’s salary.
25 ACCURED RIGHTS
25.1 The expiration or termination of this Agreement, however arising, shall not operate to affect
such provisions of this Agreement as are expressed to operate or have effect even after the
expiration or termination of this Agreement, and shall be without prejudice to any accrued rights or
remedies of the Parties.
26 CHANGES TO THE AGREEMENT
26.1 G Gen Labs shall be entitled at any time and from time to time to vary, amend, add, review,
notification to the Users of The Rainmakers Platform to the extent that is applicable and relevant to
the User or post the updated terms and conditions in The Rainmakers Platform.
27 ASSIGNABILITY
27.1 You are not entitled to assign or transfer any of your rights and/or obligations (either in whole
or in part) to any person, unless with our prior written consent. Notwithstanding any other
provisions of this Agreement, you agree that we may assign and/or transfer any of our rights and/or
obligations under this Agreement to any of our Affiliates; an acquirer of our equity, business or
assets; or a successor by merger without your consent. In this regard, you agree to use your best
efforts to provide us with necessary cooperation and take all necessary or relevant action as and
when requested by us and you agree that such assignment and/or transfer any of our rights and/or
obligations under this Agreement shall be legally effective.
28 TIME IS OF THE ESSENCE
28.1 Any time, date or period mentioned in any provision of this Agreement may be extended by
mutual agreement between the Parties, but as regards any time, date or period originally fixed and
not extended or any time, date or period so extended as previously mentioned, time is of the
essence and shall be strictly adhered to and complied with.
29 ENTIRE AGREEMENT
29.1 This Agreement constitutes the entire agreement between the Parties relating to the subject
matter hereof, and supersedes all prior agreements, correspondence, negotiations, representations,
expressions of intention relating to the subject matter hereof, whether in writing or oral between
the Parties.
30 RELEASE OF INFORMATION AND CREDIT REPORTING
30.1 You hereby consent to G Gen Labs performance of due diligence measures on you.
30.2 You also consent to the disclosure by relevant governmental or data depository departments
and source to G Gen Labs and to such agents, service providers and sub-contractors of G Gen Labs as
informed by G Gen Labs of information or documents relating to your affairs. This consent shall be
valid until this Agreement is terminated.
30.3 You consent to the collection of your personal data and, in the event that you are a corporate
or business entity, including but not limited to and where applicable, any of its officers, employees,
authorised signatories, directors, managers, individual shareholders, individual guarantors/obligors,
security party(ies), suppliers, vendors and/or related parties.
30.4 You irrevocably grant consent to the relevant credit reporting agency(ies) (as defined under the
Credit Reporting Agencies Act, 2010) ( “CRAs”) (which may include but not limited to the Credit
Bureau Malaysia Sdn Bhd, CTOS Data Systems Sdn Bhd, RAM Credit Information Sdn Bhd, Central
Credit Bureau, SME Credit Bureau, Central Credit Reference Information System, Biro Maklumat Cek
and DCEQS or other authority or body established by Securities Commission and Bank Negara
Malaysia) and any other credit or trade information from relevant data sources) with whom G Gen
Labs conducts credit checks on you and the Relevant Individuals and to disclose the credit report or
credit information to G Gen Labs for the purpose of subscribing or applying for G Gen Labs ’services
and for G Gen Labs ’risk management and review. G Gen Labs is hereby authorised but is under no
obligation, to convey my/our consent to such disclosure and the purposes of such disclosure to the
relevant credit reporting agency(ies).
30.5 Where applicable, you have obtained consent from your directors, relevant managers, officers,
and shareholders (if applicant is a company) and the other partners (if applicant is a partnership),
and the directors, relevant managers, officers and shareholders;
(i) to disclose their personal data to G Gen Labs;
(ii) for the verification of their personal data with third party sources such as credit reporting
agencies, Companies Commission or Insolvency Department and for the relevant CRAs to disclose
their credit report/information to G Gen Labs for risk management and review;
(iii) for you to disclose their personal data to classes of third parties described in G Gen Labs ’Privacy
Policy.
30.6 You hereby agree that your Information may be made available, without limitation to
(i) the Trustee, G Gen Labs ’agents, affiliates or advisors, custodian/sub-custodian’s agent’s or
advisors, insurers, brokers, underwriters, reinsurers, outsource service providers, guarantors or
security providers, rating agencies, the G Gen Labs ’advisors (including but not limited to
accountants, auditors, lawyers, financial advisors or other professional advisors) where authorized
by you;
(ii) any other person notified by you as authorized to give instructions or to use the account(s)/
facility(ies) or products or Electronic Services on your behalf;
(iii) any third party as a result of partnership, investment, acquisition or sale of G Gen Labs (provided
that any recipient uses your Information for the same purposes as it was originally supplied to G Gen
Labs and/or used by G Gen Labs);
(iv) in connection with any regulatory report, audit and enquiry
(v) to the extent reasonably required for the performance of its obligations under this Agreement;
(vi) the CRAs, the Securities Commission, Foreign Exchanges ’and/or all relevant and applicable
authorities/ regulators pursuant to a subpoena or order of court, and/or pursuant to any law.
30.7 G Gen Labs shall deal with your Personal Data in accordance with its Privacy Notice annexed
herein as may be amended or supplemented from time to time. You hereby confirm that you have
read and understood G Gen Labs ’Privacy Notice and accepts the terms and conditions and consents
to the processing of your Personal Data in accordance with such notice (*For the most current
version of the Privacy Notice at all material times, please refer to the posting on G Gen Labs ’
Website). You shall not hold G Gen Labs liable for any inadvertent disclosure of any of your Personal
Data and your Information whether inadvertently disclosed by G Gen Labs or any third party
appointed by G Gen Labs.
30.8 In the event you provide G Gen Labs with the Personal Data of other individuals, including
information relating to your next of kin or information to its directors, authorized signatories,
individual shareholders, officers, security providers, you represent and warrant that you have
obtained (or will obtain) their consent.
30.9 You agree to update G Gen Labs in writing if there is any change to the Personal Data of these
individuals provided to G Gen Labs.
30.10 You further agree for G Gen Labs and the credit reporting agencies to obtain and/or disclose
any Credit Information (as defined under the Credit Reporting Agencies Act 2010 including
information in the database systems of Bank Negara Malaysia known as CCRIS and DCHEQS) relating
to you, your directors and shareholders (if you are a corporation), your security provider(s) and/ or
any other third party ( “Data Subjects”), from and/ or to the credit reporting agencies, Bank Negara
Malaysia or any source deemed appropriate, for the purpose including but not limited to the
opening of the User Account, credit assessments on the Data Subjects, User Account monitoring and
review, debt recovery and any other purposes for the maintenance of the User Account with The
Rainmakers Platform.
31 COUNTERPARTS, ACCEPTANCE AND ELECTRONIC SIGNATURE
31.1 This Agreement may be executed in two or more counterparts, each of which shall be deemed
an original but all of which together shall constitute one and the same Agreement.
31.2 The counterparts of this Agreement, may be accepted, executed or agreed to through the use
of an electronic signature, whether digital or encrypted, in accordance with the Electronic
Commerce Act 2006. Any document accepted, executed or agreed to in conformity with such law
will be binding on each Party and shall have the same legal effect, validity or enforceability as if it
were physically executed. This Agreement may also be accepted, executed or agreed to by way of
conduct. By investing in the Issuer on the Platform, you agree that such conduct shall constitute
acceptance of and agreement to all of the terms and conditions contained in this Agreement.
31.3 For the avoidance of doubt, the parties irrevocably agree that in the event this Agreement is
accepted, executed or agreed to through the use of an electronic signature or by way of conduct, no
physical or wet signature is required to signify consent to enter into this Agreement and the parties
shall not challenge the validity or enforceability of such electronic signature or acceptance by way of
conduct.
32 APPLICABLE LAW
32.1 This agreement and any dispute arising out of or relating to this agreement or its formation
(including any noncontractual disputes or claims), shall be governed by and construed in accordance
with the Malaysian law.
32.2 Any dispute arising out of or in connection with this contract, including any question regarding
its existence, validity or termination, shall be referred to and finally resolved by arbitration
administered by the Asia International Arbitration Centre ( “AIAC”) in accordance with the
Arbitration Rules. Of the AIAC Arbitration Rules for the time being in force which rules are deemed
to be incorporated by reference to this clause.
32.3 The venue and seat of the arbitration shall be Kuala Lumpur, Malaysia. The tribunal shall consist
of a sole arbitrator mutually appointed by the parties. The language of the arbitration shall be
English.
33 INDULGENCE
33.1 Your liability hereunder shall not be impaired or discharged by reason of the fact that any
person is or has become in any way, whether with or without the acceptance of G Gen Labs, liable to
pay any of the monies owing by you hereunder or by reason of any time or other indulgence being
granted by or with the consent of G Gen Labs to any such person or by reason of any arrangement
being entered into or composition accepted by G Gen Labs modifying the operation of law or
otherwise the rights and remedies of G Gen Labs under these Terms.